10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No.2

  x  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

      o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number: 333-157565

Allerayde SAB, Inc.

(Exact name of registrant as specified in its charter)

Florida	26-4065800
(State of incorporation)	(I.R.S. Employer Identification No.)

1 Meadow Road, New Balderton, Newark

Nottinghamshire, UK NG243BP

 (Address of principal executive offices)

44-1636-613609

 (Registrant’s telephone number)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨  No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨  No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer ¨ Do not check if a smaller reporting company	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 6, 2013,  the registrant had 89,005,250 shares of common stock, par value $.0001 per share issued and outstanding.

EXPLANATION NOTE

The purpose of this Amendment No.2 to the Quarterly Report on Form 10-Q/A of Allerayde SAB, Inc., formerly Resource Exchange of America Corp. (the “Company”) for the quarter ended September 30, 2012 is being filed to amend the financial information in Part I of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2012 which was filed with the Securities and Exchange Commission (“SEC”) on November 19, 2012 (the “Form 10-Q”) and Amendment No.1 to the Company’s Quarterly Report on Form 10-Q/A for the period ended September 30, 2012 which was filed with the SEC on January 30, 2013 (the “Amendment No.1”).

Except as described above, no other parts of the Quarterly Report are being amended.

TABLE OF CONTENTS

		Page
PART I.        FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 4.	CONTROLS AND PROCEDURES	7
PART II.      OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	8
ITEM 1A.	RISK FACTORS	8
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	8
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	8
ITEM 4.	MINE SAFETY DISCLOSURE	8
ITEM 5.	OTHER INFORMATION	8
ITEM 6.	EXHIBITS	8

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q/A contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Allerayde SAB, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "ASAB" refers to Allerayde SAB, Inc.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ALLERAYDE SAB, INC.

Consolidated Financial Statements

September 30, 2012

(Expressed in US dollars)

(unaudited)

	Index
Consolidated Balance Sheets	F-1
Consolidated Statements of Operations	F-2
Consolidated Statements of Cash Flows	F-4
Notes to the Consolidated Financial Statements	F-5

4

ALLERAYDE SAB, INC.

Consolidated Balance Sheets

(Expressed in US Dollars)

	September 30,			December 31,
	2012			2011
	$			$
	(unaudited)
ASSETS
Accounts Receivable		4,000
Total Assets		4,000			-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable		28,033			28,033
Accrued liabilities		75,500			75,500
Accrued interest payable		129,375			87,030
Due to related parties (Note 3)		424,592			405,345
Loans payable (Note 4)		30,555			30,555
Convertible debt (Note 5)		1,451,269			1,428,061
Derivative liabilities (Note 6)		-			697,293
Total Liabilities		2,139,324			2,751,817
Stockholders’ Deficit
Preferred Stock Authorized: 100,000,000 preferred shares. No shares issued and outstanding at September 30, 2012 and December 31, 2011
Common Stock Authorized: 400,000,000 common shares, $0.0001 par value Issued and outstanding: 786,328 shares		79			79
Additional paid-in capital		53,300			53,300
Accumulated deficit		(2,188,703	)		(2,805,196	)
Total Stockholders' Deficit		(2,135,324	)		(2,751,817	)
Total Liabilities and Shareholders' Deficit		4,000			-

(The accompanying notes are an integral part of these consolidated financial statements)

F-1

ALLERAYDE SAB, INC.

Consolidated Statements of Operations

(Expressed in US Dollars)

(unaudited)

	Nine Months Ended			Nine Months Ended
	September 30,			September 30,
	2012			2011
	$			$
Revenues		-			49,257
Cost of revenues		-			40,628
Gross Profit		-			8,629
Operating Expenses
Depreciation		-			75
Selling, general, and administrative		-			51,912
Professional fees		16,000			257,706
Total Expenses		16,000			309,693
Loss from Operations		(16,000	)		(301,064	)
Other Income (Expense)
Debt Forgiveness		-			29,732
Accretion of discounts on convertible debt		(3,208	)		(597,864	)
Gain on change in fair value of derivative liabilities		697,293			641,325
Interest expense		(61,592	)		(67,792	)
Total Other Income (Expense)		632,493			5,401
Net Income (Loss) for the Period		616,493			(295,663	)
Net Income (Loss) Per Share, Basic		.784			(.390	)
Net Income (Loss) Per Share, Diluted		.093			(.053	)
Weighted Average Shares Outstanding		786,328			757,832

(The accompanying notes are an integral part of these consolidated financial statements)

F-2

ALLERAYDE SAB, INC.

Consolidated Statements of Operations

(Expressed in US Dollars)

(unaudited)

	Three Months Ended			Three Months Ended
	September 30,			September 30,
	2012			2011
	$			$
Revenues		-			-
Cost of revenues		-			-
Gross Profit		-			-
Operating Expenses
Depreciation		-			-
Selling, general, and administrative		-			10,424
Professional fees		16,000			51,898
Total Expenses		16,000			62,322
Loss from Operations		(16,000	)		(62,322	)
Other Income (Expense)
Debt Forgiveness					29,732
Accretion of discounts on convertible debt		-			(223,505	)
Gain/(Loss) on change in fair value of derivative liabilities		118,169			(276,542	)
Interest expense		(20,673	)		(21,081	)
Total Other Income (Expense)		97,496			(491,396	)
Net Income (Loss) for the Period		81,496			(553,718	)
Net Income (Loss) Per Share, Basic		.104			(.716	)
Net Income (Loss) Per Share, Diluted		.012			(.098	)
Weighted Average Shares Outstanding		786,328			773,240

F-3

ALLERAYDE SAB, INC.

Consolidated Statements of Cash Flows

(Expressed in US Dollars)

(unaudited)

	Nine Months Ended			Nine Months Ended
	September 30,			September 30,
	2012			2011
	$			$
Operating Activities
Net income (loss) for the period		616,493			(295,663	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Accretion of discounts on convertible debt		3,208			597,864
Depreciation		-			75
Professional fees paid through issuance of convertible debt		16,000
Fixed assets exchanged for settlement of legal expenses		-			1,233
Gain on change in fair value of derivative liabilities		(697,293	)		(641,325	)
Gain on forgiveness of debt					(29,732	)
Changes in operating assets and liabilities:
Prepaid expenses		-			2,000
Accounts payable		-			19,858
Accrued liabilities		-			10,500
Accrued interest payable		42,345			43,794
Due to related parties		19,247			137,470
Net Cash Used In Operating Activities		-			(153,926	)
Investing Activities
Proceeds from note receivable		-			3,361
Net Cash Provided By Investing Activities		-			3,361
Financing Activities
Repayments of loans payable		-			(183,232	)
Proceeds from loans payable		-			45,964
Proceeds from convertible debt		-			125,000
Repayment of convertible debt		-			(4,515	)
Net Cash Used in Financing Activities					(16,783	)
Change in Cash		-			(167,348	)
Cash, Beginning of Period		-			167,728
Cash, End of Period		-			380
Supplemental Disclosures:
Non-cash Financing Activities
Professional fees and receivable established through issuance of convertible debt		20,000
Interest paid		-			25,298
Income taxes paid		-			–
Inventory acquired through loan payable		-			20,268
Inventory transferred to an outside party for full satisfaction of  loan payable		-			(20,268	)

(The accompanying notes are an integral part of these consolidated financial statements)

F-4

ALLERAYDE SAB, INC.

Notes to the Consolidated Financial Statements

September 30, 2012

(Expressed in US dollars)

(unaudited)

1. Nature of Operations and Continuance of Business

Allerayde SAB, Inc., formerly known as Mobieyes Software, Inc. (the “Company”) was incorporated under the laws of the State of Florida on January 15, 2009. On February 23, 2010, the Company changed its name to Resource Exchange of America Corp. Effective April 30, 2013, the Company changed its name to Allerayde SAB, Inc. The Company’s prior business was a mobile enterprise software company aimed at improving productivity of field service organizations. Upon completion of the acquisition of assets from UTP Holdings, LLC on February 22, 2010, the Company adopted the business of UTP Holdings, LLC. The Company is now engaged in the business of recycling ferrous and nonferrous metals to customers in the United States and abroad.

These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. As at September 30, 2012, the Company has a working capital deficit of $2,135,324 and has an accumulated deficit of $2,188,703 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

It should be noted that as of October 24, 2011 an agreement was made between the majority shareholder Dana J Pekas and BHI Group, Inc. whereby Pekas has agreed to sell shares of common stock to BHI Group, Inc. Also, as of that date, Mr.Pekas has resigned his position as Director, President and Chief Executive Officer of the Company. Replacing him in this role is Mr. Michael Rhodes. It also should be noted that this proposed sale of stock and assumption of debt has not been finalized as of the date of this submission.

F-5

ALLERAYDE SAB, INC.

Notes to the Consolidated Financial Statements

September 30, 2012

(Expressed in US dollars)

(unaudited)

2. Summary of Significant Accounting Principles (continued)

Basis of Presentation

These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States. The consolidated financial statements include the financial statements of the Company and its’ wholly-owned subsidiary, Sea Lion Ocean Freight, LLC. All inter-company transactions and balances have been eliminated upon consolidation.

Interim Financial Statements

These interim unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future.

Use of Estimates

The preparation of these consolidated financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, valuation of convertible debt and derivative liabilities, and deferred tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-6

ALLERAYDE SAB, INC.

Notes to the Consolidated Financial Statements

September 30, 2012

(Expressed in US dollars)

(unaudited)

2. Summary of Significant Accounting Principles (continued)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 605, “Revenue Recognition”. Revenue consists of the sale of recycled metals and demolition services. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, delivery has occurred or the service has been performed, and collectability is reasonably assured.

Revenues from demolition contracts are recognized on the percentage of completion method. Under this method, revenue is measured by the percentage of costs incurred to date to estimated total costs for each contract. Management considers total cost to be the best available measure of progress on the contracts. Because of the inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change in the near term.

The Company has determined that the percentage of completion method is appropriate due to the following: 1) reasonably dependable estimates have been made, 2) the contract clearly specifies the enforceable rights of both the Company and the client, the consideration to be exchanged, and the manner and terms of settlement, 3) the client can be expected to satisfy its obligations under the contract, and 4) the Company can be expected to perform its contractual obligations.

Contract costs include all direct material, labor, equipment rental and subcontractor costs and certain indirect costs related to contract performance such as supplies, tools, repairs and similar costs. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Operating expenses are charged to expense as incurred. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and revenues in the near term. These changes are recognized in the period in which the revisions are determined.

F-7

ALLERAYDE SAB, INC.

Notes to the Consolidated Financial Statements

September 30, 2012

(Expressed in US dollars)

(unaudited)

2. Summary of Significant Accounting Principles (continued)

Foreign Currency Translation

The Company’s functional currency and its reporting currency is the United States Dollar. Monetary balance sheet items expressed in foreign currencies are translated into US dollars at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Earnings Per Share

The Company computes net income per share in accordance with ASC 260, "Earnings The Company computes net income per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS includes the effects of dilutive convertible debt shares. On January 31, 2013, the Company implemented a 1 for 100 shares reverse split of its issued and outstanding common stock. All share and per share amounts have been retroactively adjusted to reflect the reverse stock split.  Basic and diluted earnings per share have been computed as follows:

	For the nine		For the nine
	months ended		months ended
	September 30, 2012		September 30, 2011
Numerator for earnings per share - net income (loss)	$	616,493	$	(295,663	)
Denominator:
Denominator for basic earnings per share – weighted
average shares		786,328		757,832
Effect of dilutive securities:
Convertible debt shares		5,856,347		4,851,201
Denominator for diluted earnings per share		6,642,675		5,609,033
Earnings (loss) per share - basic	$	.784	$	(.390	)
Earnings (loss) per share - diluted	$	.093	$	(.053	)

F-8

ALLERAYDE SAB, INC.

Notes to the Consolidated Financial Statements

September 30, 2012

(Expressed in US dollars)

(unaudited)

2. Summary of Significant Accounting Principles (continued)

Earnings Per Share (continued)

	For the three		For the three
	months ended		months ended
	September 30, 2012		September 30, 2011
Numerator for earnings per share - net income (loss)	$	81,496	$	(553,718	)
Denominator:
Denominator for basic earnings per share - weighted
average shares		786,328		773,240
Effect of dilutive securities:
Convertible debt shares		5,856,347		4,851,201
Denominator for diluted earnings per share		6,642,675		5,624,441
Earnings (loss) per share - basic	$	.104	$	(.716	)
Earnings (loss) per share - diluted	$	.012	$	(.098	)

Comprehensive Income

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2012 and 2011, the Company had no items representing comprehensive income.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

F-9

ALLERAYDE SAB, INC.

Notes to the Consolidated Financial Statements

September 30, 2012

(Expressed in US dollars)

(unaudited)

2. Summary of Significant Accounting Principles (continued)

Financial Instruments and Fair Value Measures

ASC 820, “Fair Value Measurements and Disclosures” and ASC 825, “Financial Instruments” require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of accounts payable, accrued liabilities, accrued interest payable, loans payable, and convertible debt. Pursuant to ASC 820, the fair value of of derivative liabilities is determined based on “Level 2” inputs, which consists of inputs (volatility, risk free rate, conversion price, quoted market price) that are observable or can be derived principally from, or corroborated by, observable market data which are used in the Black-Scholes calculation. The recorded values of accounts payable and accrued liabilities approximate their current fair values because of their nature and respective maturity dates or durations. The carrying amounts of the convertible note payable and lines of credit approximate fair value because they are priced at interest rates consistent with the Company’s current borrowing rates on similar debt based on the security underlying the debt or the conversion features associated with the debt.

F-10

ALLERAYDE SAB, INC.

Notes to the Consolidated Financial Statements

September 30, 2012

(Expressed in US dollars)

(unaudited)

2. Summary of Significant Accounting Principles (continued)

Recent Accounting Pronouncements

In June 2011, the FASB issued new guidance on the presentation of comprehensive income. Specifically, the new guidance requires an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.

3. Related Party Transactions

(a) During the nine months ended September 30, 2012, the Company incurred $nil (2011 - $3,609) for an automobile leased by the former President of the Company.

(b) During the nine months ended September 30, 2012, the Company incurred $nil (2011 - $14,000) in rent to a company controlled by the former President of the Company.

(c) As at September 30, 2012, the Company owed $1,781 (December 31, 2011 - $1,781) to the former President of the Company, which is non-interest bearing, unsecured, and due on demand.

F-11

ALLERAYDE SAB, INC.

Notes to the Consolidated Financial Statements

September 30, 2012

(Expressed in US dollars)

(unaudited)

3. Related Party Transactions (continued)

(d) As at September 30, 2012, the Company owed a total of $395,385 (December 31, 2011 - $395,385) to companies controlled by the former President of the Company. The amount owed is unsecured and due on demand.

(e) During the year ended December 31, 2011 the company defaulted on a line of credit with the bank. A company owned by the former President of the Company was required to make the payments on behalf of the Company. The total paid as of September 30, 2012 is $27,426.

4. Loans Payable

(a) As at September 30, 2012, the Company owed $30,555 (December 31, 2011 - $30,555) to a non-related party which is non-interest bearing, unsecured, and due on demand.

5. Convertible Debt

(a) On February 22, 2010, the Company issued a $250,000 promissory note to the former President of the Company. The note bears interest at 10% per annum, is unsecured, and was due on December 31, 2011. The holder may convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the five trading days immediately preceding the conversion date.

The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversions feature of $175,081 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011. The carrying value of the convertible debt as of September 30, 2012 is $250,000. During the nine months ended September 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $150,981 and as of September 30, 2012, the fair value of the conversion option derivative liability was $nil.

F-12

ALLERAYDE SAB, INC.

Notes to the Consolidated Financial Statements

September 30, 2012

(Expressed in US dollars)

(unaudited)

5. Convertible Debt (continued)

(b) On April 13, 2010, the Company entered into a $250,000 draw down promissory note agreement with a non-related party. Amounts drawn on this credit facility bear interest at 8% per annum, are unsecured, and were due on April 13, 2011. The holder may convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the thirty trading days immediately preceding the conversion date. On October 14, 2010, the conversion price was changed to be fixed at $0.45 per share.

As of September 30, 2012, the outstanding balance is $250,000. The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $147,140 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011.  The carrying value of the convertible debt as of September 30, 2012 is $250,000. As of September 30, 2012, the fair value of the conversion option derivative liability was $nil.

(c) Effective January 31, 2005, the former President of the Company entered into a line of credit agreement with a financial institution allowing for borrowings of up to $800,000 with annual interest at prime to be used to fund the operations of the Company. The line of credit is secured by the principal residence of the former President of the Company. Monthly interest-only payments are required. On October 21, 2010, the Company agreed to add a conversion option to the entire balance of principal and interest outstanding at any time on the line of credit. The former President of the Company may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the five trading days immediately preceding the conversion date. The maturity date was December 31, 2011.

As of September 30, 2012, the outstanding balance is $788,469 (December 31, 2011 - $788,469). The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $592,991 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011.  The carrying value of the convertible debt as of September 30, 2012 is $788,469. During the nine months ended September 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $402,315 and as of September 30, 2012, the fair value of the conversion option derivative liability was $nil.

F-13

ALLERAYDE SAB, INC.

Notes to the Consolidated Financial Statements

September 30, 2012

(Expressed in US dollars)

(unaudited)

5. Convertible Debt (continued)

On August 18, 2011 the company defaulted on the payments owed to the financial institution. As a result, UTP Holdings LLC was obligated to make the monthly bank payments on behalf of the company. UTP Holdings LLC notified the company of the default and the payments. The company is recording the additional amounts due to UTP holdings as a current liability.

(d) Effective March 18, 2010, the Company entered into a line of credit agreement with a company owned by the former President of the Company allowing for borrowings of up to $150,000 bearing interest at 8% per annum. The line of credit is unsecured and all borrowings plus interest are due on demand. On October 21, 2010, the Company agreed to add a conversion option to the entire balance of principal outstanding at any time on the line of credit. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the five trading days immediately preceding the conversion date.

The balance on the line of credit as of September 30, 2012 is $50,300. The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $11,523 with an equivalent discount on the convertible debt. During the nine months ended September 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $27,752 and as of September 30, 2012 the fair value of the conversion option derivative liability was $nil.

(e) On January 20, 2011, the Company issued an 8% convertible note for proceeds of $32,500 which matured on October 24, 2011. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date. On July 28, August 2, and August 8, 2011 the holder of this note opted to convert the outstanding amount, including interest, to 3,632,792 shares common stock.

F-14

ALLERAYDE SAB, INC.

Notes to the Consolidated Financial Statements

September 30, 2012

(Expressed in US dollars)

(unaudited)

5. Convertible Debt (continued)

(f) On February 23, 2011, the Company issued an 8% convertible note for proceeds of $37,500 which matured on November 28, 2011. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date.

The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $37,500 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011. The carrying value of the convertible debt as of September 30, 2012 is $37,500. During the nine months ended September 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $47,489 and as of September 30, 2012, the fair value of the conversion option derivative liability was $nil.

(g) On March 24, 2011, the Company issued an 8% convertible note for proceeds of $27,500 which matured on December 28, 2011. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date.

The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $27,500 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011. The carrying value of the convertible debt as of September 30, 2012 is $27,500. During the nine months ended September 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $34,605 and as of September 30, 2012, the fair value of the conversion option derivative liability was $nil.

F-15

ALLERAYDE SAB, INC.

Notes to the Consolidated Financial Statements

September 30, 2012

(Expressed in US dollars)

(unaudited)

5. Convertible Debt (continued)

(h) On May 25, 2011 the Company issued an 8% convertible note for proceeds of $27,500 which matured on February 27, 2012. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date.

The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $27,500 with an equivalent discount on the convertible debt. During the nine months ended September 30, 2012, $3,208 has been accreted increasing the carrying value of the convertible debt to $27,500. During the nine months ended September 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $34,151 and as of September 30, 2012, the fair value of the conversion option derivative liability was $nil.

(i) On August 31, 2012 the Company issued a 6% convertible note for proceeds of $20,000 which matures on August 30, 2013. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to the market price of the stock as determined by taking the average trading price of the stock over the previous 30 days.

If all of the convertible debt were converted into shares at September 30, 2012, the number of shares would exceed the authorized amount at September 30, 2012.

6. Derivative Liabilities

The conversion options of the convertible debt disclosed in Note 5 are required to record derivatives at their estimated fair values on each balance sheet date with changes in fair values reflected in the statement of operations.

For the convertible debt that has matured but has not yet been satisfied, the debt holders still have the option to convert the debt into common shares. These derivative liabilities are measured at intrinsic value as the related options have no expected life because the related debt is beyond the contracted maturity date.

F-16

ALLERAYDE SAB, INC.

Notes to the Consolidated Financial Statements

September 30, 2012

(Expressed in US dollars)

(unaudited)

7. Segmented Information

The Company is organized into segments based on operations. These operating segments have been aggregated into two reportable business segments: sales and ocean freight export services. The reportable segments were determined in accordance with the way that management of the Company develops and executes the Company’s operations.

In accordance with ASC 280, “Segment Reporting”, for purposes of business segment performance measurement, the Company does not allocate to the business segments items that are of a non-operating nature or corporate organizational and functional expenses of a governance nature. Corporate expenses consist of corporate office expenses including compensation, automobile, occupancy, depreciation, and other administrative costs.

Assets of the sales segment at September 30, 2011 consist of cash, prepaid expenses, and notes receivable.

For the nine months ended September 30, 2012:

	Sales $		Export Services $		Corporate and Other $		Total $
Revenues		-		-		-		-
Operating net income (loss)		-		-		-		-
Interest expense		-		-		61,592		61,592
Depreciation		-		-		-		-
Total assets		-		-		4,000		4,000

For the nine months ended September 30, 2011:

	Sales $		Export Services $		Corporate and Other $			Total $
Revenues		-		49,257		-			49,257
Operating net income (loss)		-		12,744		(313,788	)		(301,064	)
Interest expense		-		-		67,792			67,792
Depreciation		-		-		75			75
Total assets		15,940		-		-			15,940

F-17

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

	September 30,			December 31,
	2012  $			2011  $
Current Assets		-			-
Current Liabilities		2,139,324			2,751,817
Working Capital Deficit		(2,135,324	)		(2,751,817	)

Cash Flows

	Nine Months Ended September 30, 2012 $		Nine Months Ended September 30, 2011 $
Cash Flows provided by (used in) Operating Activities		-		(153,926	)
Cash Flows provided by Investing Activities		-		3,361
Cash Flows provided by (used in) Financing Activities		-		(16,783	)
Net Increase (decrease) in Cash During Period		-		(167,348	)

Operating Revenues

Operating revenues for the 3 months ended September 30, 2012 were $-.

Operating revenues for the 3 months ended September 30, 2011 were $-.

Operating revenues for the nine months ended September 30, 2012 were $-.

Operating revenues for the nine months ended September 30, 2011 were $49,257

Operating Expenses and Net Loss

Operating expenses for the 3 months ended September 30, 2012 were $16,000 which is comprised of professional fees.

Operating expenses for the 3 months ended September 30, 2011 were $62,322 and is comprised of selling, general, and administrative of $10,424 and professional fees of $51,898.

Operating expenses for the nine months ended September 30, 2012 were $16,000, which is comprised of professional fees..

Operating expenses for the nine months ended September 30, 2011 were $309,693 and is comprised of depreciation of $75, selling, general, and administrative of $51,912 and professional fees of $257,706.

5

Net income for the 3 months ended September 30, 2012 was $81,496 which is mainly attributed to the $118,169 gain on change in fair value of derivative liabilities.

Net loss for the 3 months ended September 30, 2011 was ($553,718) which is mainly attributed to the $276,542 loss on change in fair value of derivative liabilities and accretion of discounts on convertible debt of $223,505.

Net income for the nine months ended September 30, 2012 was $616,493 which is mainly attributed to the $697,293 gain on change in fair value of derivative liabilities.

Net loss for the nine months ended September 30, 2011 was ($295,663) which is mainly attributed to operating expenses of $309,693.

Liquidity and Capital Resources

As at September 30, 2012 and December 31, 2012, the Company’s cash balance was $0. The Company’s total assets at September 30, 2012 were $4,000.

As at September 30, 2012, the Company had total liabilities of $2,139,324 compared with total liabilities of $2,751,817 as at December 31, 2011. The decrease in total liabilities is mainly attributed to the decrease in derivative liabilities.

As at September 30, 2012, the Company had a working capital deficit of $2,135,324 compared to a deficit of $2,751,817 as at December 31, 2011.

Cashflows from Operating Activities

During the nine months ended September 30, 2012, the Company used $0 of cash for operating activities compared to $153,926 of cash used by operating activities during the nine months ended September 30, 2011.

Cashflows from Investing Activities

During the nine months ended September 30, 2012, the Company received $0 of cash from investing activities compared to $3,361 for the nine months ended September 30, 2011.

Cashflows from Financing Activities

During the nine months ended September 30, 2012, the Company used $0 of cash in financing activities compared to $16,783 for the nine months ended September 30, 2011.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

6

Future Financings

We will continue to rely on debt and equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2012, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on July 23, 2012, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

7

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On August 31, 2012, the Company issued a 6% convertible note (the “Note”) for proceeds of $20,000 which matures on August 30, 2013. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to the market price of the stock as determined by taking the average trading price of the stock over the previous 30 days. The Note was issued pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of the Note not involving a public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

Exhibit Number	Description of Exhibit	Filing Reference
4.1	Form of 6% Convertible Promissory Note.*	Filed on March 25, 20013 with the Current Report on Form 8-K
31.01	Certification of Principal Executive and Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.	Filed herewith.
32.01	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act.	Filed herewith.

101.INS	XBRL Instance Document	Filed herewith.
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.

8

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALLERAYDE SAB, INC.
Dated:  May 6, 2013	/s/ Michael J.Rhodes
	By: Michael J. Rhodes
	Title: President, Chief Executive Officer, Chief Financial Officer, Secretary & Treasurer

9 

EX-31.01

Exhibit 31.01

CERTIFICATION

I, Michael J. Rhodes hereby certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2012 of Allerayde SAB, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)           Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d)           Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)           all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)           any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting

Date: May 6, 2013

/s/ Michael J. Rhodes

Michael J. Rhodes

President, Chief Executive Officer, Chief Financial Officer

(principal executive and financial officer)

EX-32.01

Exhibit 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Allerayde SAB, Inc. (the “Company”) on Form 10-Q/A for the period ending September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Rhodes, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)        The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)        The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Michael J. Rhodes

By: Michael J. Rhodes

Chief Executive Officer and Chief Financial Officer

Dated: May 6, 2013

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Loans Payable

9 Months Ended

Sep. 30, 2012

Loans Payable and Convertible Debt [Abstract]

Loans Payable

4. Loans Payable

(a) As at September 30, 2012, the Company owed $30,555 (December 31, 2011 - $30,555) to a non-related party which is non-interest bearing, unsecured, and due on demand.

XML

Related Party Transactions

9 Months Ended

Sep. 30, 2012

Related Party Transactions [Abstract]

Related Party Transactions

3. Related Party Transactions

(a) During the nine months ended September 30, 2012, the Company incurred $nil (2011 - $3,609) for an automobile leased by the former President of the Company.

(b) During the nine months ended September 30, 2012, the Company incurred $nil (2011 - $14,000) in rent to a company controlled by the former President of the Company.

(c) As at September 30, 2012, the Company owed $1,781 (December 31, 2011 - $1,781) to the former President of the Company, which is non-interest bearing, unsecured, and due on demand.

(d) As at September 30, 2012, the Company owed a total of $395,385 (December 31, 2011 - $395,385) to companies controlled by the former President of the Company. The amount owed is unsecured and due on demand.

(e) During the year ended December 31, 2011 the company defaulted on a line of credit with the bank. A company owned by the former President of the Company was required to make the payments on behalf of the Company. The total paid as of September 30, 2012 is $27,426.

XML

Consolidated Balance Sheets (USD $)	Sep. 30, 2012	Dec. 31, 2011
ASSETS
Accounts Receivable	$ 4,000
Total Assets	4,000
Current Liabilities
Accounts payable	28,033	28,033
Accrued liabilities	75,500	75,500
Accrued interest payable	129,375	87,030
Due to related parties (Note 3)	424,592	405,345
Loans payable (Note 4)	30,555	30,555
Convertible debt (Note 5)	1,451,269	1,428,061
Derivative liabilities (Note 6)		697,293
Total Liabilities	2,139,324	2,751,817
Stockholders' Deficit
Preferred Stock Authorized: 100,000,000 preferred shares. No shares issued and outstanding at September 30, 2012 and December 31, 2011
Common Stock Authorized: 400,000,000 common shares, $0.0001 par value Issued and outstanding: 786,328 shares	79	79
Additional paid-in capital	53,300	53,300
Accumulated deficit	(2,188,703)	(2,805,196)
Total Stockholders' Deficit	(2,135,324)	(2,751,817)
Total Liabilities and Shareholders' Deficit	$ 4,000

XML

Nature of Operations and Continuance of Business

9 Months Ended

Sep. 30, 2012

Nature Of Operations and Continuance Of Business [Abstract]

Nature of Operations and Continuance of Business

1. Nature of Operations and Continuance of Business

Allerayde SAB, Inc., formerly known as Mobieyes Software, Inc. (the “Company”) was incorporated under the laws of the State of Florida on January 15, 2009. On February 23, 2010, the Company changed its name to Resource Exchange of America Corp. Effective April 30, 2013, the Company changed its name to Allerayde SAB, Inc. The Company’s prior business was a mobile enterprise software company aimed at improving productivity of field service organizations. Upon completion of the acquisition of assets from UTP Holdings, LLC on February 22, 2010, the Company adopted the business of UTP Holdings, LLC. The Company is now engaged in the business of recycling ferrous and nonferrous metals to customers in the United States and abroad.

These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. As at September 30, 2012, the Company has a working capital deficit of $2,135,324 and has an accumulated deficit of $2,188,703 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

It should be noted that as of October 24, 2011 an agreement was made between the majority shareholder Dana J Pekas and BHI Group, Inc. whereby Pekas has agreed to sell shares of common stock to BHI Group, Inc. Also, as of that date, Mr.Pekas has resigned his position as Director, President and Chief Executive Officer of the Company. Replacing him in this role is Mr. Michael Rhodes. It also should be noted that this proposed sale of stock and assumption of debt has not been finalized as of the date of this submission.

XML

Segmented Information (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Financial information by segment
Revenues				$ 49,257
Operating net income (loss)	(16,000)	(62,322)	(16,000)	(301,064)
Interest expense	20,673	21,081	61,592	67,792
Depreciation				75
Total Assets	4,000	15,940	4,000	15,940
Sales [Member]
Financial information by segment
Revenues
Operating net income (loss)
Interest expense
Depreciation
Total Assets		15,940		15,940
Export Services [Member]
Financial information by segment
Revenues				49,257
Operating net income (loss)				12,744
Interest expense
Depreciation
Total Assets
Corporate and Other [Member]
Financial information by segment
Revenues
Operating net income (loss)				(313,788)
Interest expense			61,592	67,792
Depreciation				75
Total Assets	$ 4,000		$ 4,000

XML

Summary of Significant Accounting Principles

9 Months Ended

Sep. 30, 2012

Summary Of Significant Accounting Principles [Abstract]

Summary of Significant Accounting Principles

2. Summary of Significant Accounting Principles

Basis of Presentation

These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States. The consolidated financial statements include the financial statements of the Company and its’ wholly-owned subsidiary, Sea Lion Ocean Freight, LLC. All inter-company transactions and balances have been eliminated upon consolidation.

Interim Financial Statements

These interim unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future.

Use of Estimates

The preparation of these consolidated financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, valuation of convertible debt and derivative liabilities, and deferred tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 605, “Revenue Recognition”. Revenue consists of the sale of recycled metals and demolition services. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, delivery has occurred or the service has been performed, and collectability is reasonably assured.

Revenues from demolition contracts are recognized on the percentage of completion method. Under this method, revenue is measured by the percentage of costs incurred to date to estimated total costs for each contract. Management considers total cost to be the best available measure of progress on the contracts. Because of the inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change in the near term.

The Company has determined that the percentage of completion method is appropriate due to the following: 1) reasonably dependable estimates have been made, 2) the contract clearly specifies the enforceable rights of both the Company and the client, the consideration to be exchanged, and the manner and terms of settlement, 3) the client can be expected to satisfy its obligations under the contract, and 4) the Company can be expected to perform its contractual obligations.

Contract costs include all direct material, labor, equipment rental and subcontractor costs and certain indirect costs related to contract performance such as supplies, tools, repairs and similar costs. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Operating expenses are charged to expense as incurred. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and revenues in the near term. These changes are recognized in the period in which the revisions are determined.

Foreign Currency Translation

The Company’s functional currency and its reporting currency is the United States Dollar. Monetary balance sheet items expressed in foreign currencies are translated into US dollars at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Earnings Per Share

The Company computes net income per share in accordance with ASC 260, "Earnings The Company computes net income per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS includes the effects of dilutive convertible debt shares. On January 31, 2013, the Company implemented a 1 for 100 shares reverse split of its issued and outstanding common stock. All share and per share amounts have been retroactively adjusted to reflect the reverse stock split.  Basic and diluted earnings per share have been computed as follows:

	For the nine		For the nine
	months ended		months ended
	September 30, 2012		September 30, 2011
Numerator for earnings per share - net income (loss)	$	616,493	$	(295,663	)
Denominator:
Denominator for basic earnings per share – weighted
average shares		786,328		757,832
Effect of dilutive securities:
Convertible debt shares		5,856,347		4,851,201
Denominator for diluted earnings per share		6,642,675		5,609,033
Earnings (loss) per share - basic	$	.784	$	(.390	)
Earnings (loss) per share - diluted	$	.093	$	(.053	)

	For the three		For the three
	months ended		months ended
	September 30, 2012		September 30, 2011
Numerator for earnings per share - net income (loss)	$	81,496	$	(553,718	)
Denominator:
Denominator for basic earnings per share - weighted
average shares		786,328		773,240
Effect of dilutive securities:
Convertible debt shares		5,856,347		4,851,201
Denominator for diluted earnings per share		6,642,675		5,624,441
Earnings (loss) per share - basic	$	.104	$	(.716	)
Earnings (loss) per share - diluted	$	.012	$	(.098	)

Comprehensive Income

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2012 and 2011, the Company had no items representing comprehensive income.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Financial Instruments and Fair Value Measures

ASC 820, “Fair Value Measurements and Disclosures” and ASC 825, “Financial Instruments” require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of accounts payable, accrued liabilities, accrued interest payable, loans payable, and convertible debt. Pursuant to ASC 820, the fair value of of derivative liabilities is determined based on “Level 2” inputs, which consists of inputs (volatility, risk free rate, conversion price, quoted market price) that are observable or can be derived principally from, or corroborated by, observable market data which are used in the Black-Scholes calculation. The recorded values of accounts payable and accrued liabilities approximate their current fair values because of their nature and respective maturity dates or durations. The carrying amounts of the convertible note payable and lines of credit approximate fair value because they are priced at interest rates consistent with the Company’s current borrowing rates on similar debt based on the security underlying the debt or the conversion features associated with the debt.

Recent Accounting Pronouncements

In June 2011, the FASB issued new guidance on the presentation of comprehensive income. Specifically, the new guidance requires an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Balance Sheets [Abstract]
Preferred Stock, shares authorized	100,000,000	100,000,000
Preferred Stock, shares issued
Preferred Stock, shares outstanding
Common Stock, par value per share	$ 0.0001	$ 0.0001
Common Stock, shares authorized	400,000,000	400,000,000
Common Stock, shares issued	786,328	786,328
Common Stock, shares outstanding	786,328	786,328

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Summary of Significant Accounting Principles (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Computation of Basic and Diluted earnings per share
Numerator for earnings per share - net income (loss)	$ 81,496	$ (553,718)	$ 616,493	$ (295,663)
Denominator:
Denominator for basic earnings per share - weighted average shares	786,328	773,240	786,328	757,832
Effect of dilutive securities:
Convertible debt shares	5,856,347	4,851,201	5,856,347	4,851,201
Denominator for diluted earnings per share	6,642,675	5,624,441	6,642,675	5,609,033
Earnings (loss) per share - basic	$ 0.104	$ (0.716)	$ 0.784	$ (0.390)
Earnings (loss) per share - diluted	$ 0.012	$ (0.098)	$ 0.093	$ (0.053)

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	May 06, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	ALLERAYDE SAB, INC.
Entity Central Index Key	0001456993
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	true
Amendment Description	The purpose of this Amendment No.2 to the Quarterly Report on Form 10-Q/A of Allerayde SAB, Inc., formerly Resource Exchange of America Corp. (the "Company") for the quarter ended September 30, 2012 is being filed to amend the financial information in Part I of the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2012 which was filed with the Securities and Exchange Commission ("SEC") on November 19, 2012 (the "Form 10-Q") and Amendment No.1 to the Company's Quarterly Report on Form 10-Q/A for the period ended September 30, 2012 which was filed with the SEC on January 30, 2013 (the "Amendment No.1"). Except as described above, no other parts of the Quarterly Report are being amended.
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2012
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		89,005,250

XML

Summary of Significant Accounting Principles (Details Textual)	1 Months Ended
	Jan. 31, 2013
Summary of Significant Accounting Principles (Textual)
Common stock reverse split	1 for 100 shares

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Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Consolidated Statements Of Operations [Abstract]
Revenues				$ 49,257
Cost of revenues				40,628
Gross Profit				8,629
Operating Expenses
Depreciation				75
Selling, general, and administrative		10,424		51,912
Professional fees	16,000	51,898	16,000	257,706
Total Expenses	16,000	62,322	16,000	309,693
Loss from Operations	(16,000)	(62,322)	(16,000)	(301,064)
Other Income (Expense)
Debt Forgiveness		29,732		29,732
Accretion of discounts on convertible debt		(223,505)	(3,208)	(597,864)
Gain/(Loss) on change in fair value of derivative liabilities	118,169	(276,542)	697,293	641,325
Interest expense	(20,673)	(21,081)	(61,592)	(67,792)
Total Other Income (Expense)	97,496	(491,396)	632,493	5,401
Net Income (Loss) for the Period	$ 81,496	$ (553,718)	$ 616,493	$ (295,663)
Net Income (Loss) Per Share, Basic	$ 0.104	$ (0.716)	$ 0.784	$ (0.390)
Net Income (Loss) Per Share, Diluted	$ 0.012	$ (0.098)	$ 0.093	$ (0.053)
Weighted Average Shares Outstanding	786,328	773,240	786,328	757,832

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Segmented Information

9 Months Ended

Sep. 30, 2012

Segmented Information [Abstract]

Segmented Information

7. Segmented Information

The Company is organized into segments based on operations. These operating segments have been aggregated into two reportable business segments: sales and ocean freight export services. The reportable segments were determined in accordance with the way that management of the Company develops and executes the Company’s operations.

In accordance with ASC 280, “Segment Reporting”, for purposes of business segment performance measurement, the Company does not allocate to the business segments items that are of a non-operating nature or corporate organizational and functional expenses of a governance nature. Corporate expenses consist of corporate office expenses including compensation, automobile, occupancy, depreciation, and other administrative costs.

Assets of the sales segment at September 30, 2011 consist of cash, prepaid expenses, and notes receivable.

For the nine months ended September 30, 2012:

	Sales $		Export Services $		Corporate and Other $		Total $
Revenues		-		-		-		-
Operating net income (loss)		-		-		-		-
Interest expense		-		-		61,592		61,592
Depreciation		-		-		-		-
Total assets		-		-		4,000		4,000

For the nine months ended September 30, 2011:

	Sales $		Export Services $		Corporate and Other $			Total $
Revenues		-		49,257		-			49,257
Operating net income (loss)		-		12,744		(313,788	)		(301,064	)
Interest expense		-		-		67,792			67,792
Depreciation		-		-		75			75
Total assets		15,940		-		-			15,940

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Derivative Liabilities

9 Months Ended

Sep. 30, 2012

Derivative Liabilities [Abstract]

Derivative Liabilities

6. Derivative Liabilities

The conversion options of the convertible debt disclosed in Note 5 are required to record derivatives at their estimated fair values on each balance sheet date with changes in fair values reflected in the statement of operations.

For the convertible debt that has matured but has not yet been satisfied, the debt holders still have the option to convert the debt into common shares. These derivative liabilities are measured at intrinsic value as the related options have no expected life because the related debt is beyond the contracted maturity date.

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Segmented Information (Details Textual)	9 Months Ended
	Sep. 30, 2012 Segment
Segment Information (Textual)
Number of reportable segments	2

XML

Related Party Transactions (Details) (USD $)					9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011	Sep. 30, 2012 Former President [Member]	Dec. 31, 2011 Former President [Member]	Sep. 30, 2012 Former President [Member] Automobile Lease [Member]	Sep. 30, 2011 Former President [Member] Automobile Lease [Member]	Sep. 30, 2012 Former President [Member] Rent Expense [Member]	Sep. 30, 2011 Former President [Member] Rent Expense [Member]	Sep. 30, 2012 Companies Controlled by Former President [Member]	Dec. 31, 2011 Companies Controlled by Former President [Member]
Related Party Transactions (Textual)
Expenses from transactions with related party						$ 3,609		$ 14,000
Amount due to related party	424,592	405,345	1,781	1,781					395,385	395,385
Amount of credit facility paid by related party on behalf of the Company			$ 27,426

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Segmented Information (Tables)

9 Months Ended

Sep. 30, 2012

Segmented Information [Abstract]

Financial information by segment

For the nine months ended September 30, 2012:

	Sales $		Export Services $		Corporate and Other $		Total $
Revenues		-		-		-		-
Operating net income (loss)		-		-		-		-
Interest expense		-		-		61,592		61,592
Depreciation		-		-		-		-
Total assets		-		-		4,000		4,000

For the nine months ended September 30, 2011:

	Sales $		Export Services $		Corporate and Other $			Total $
Revenues		-		49,257		-			49,257
Operating net income (loss)		-		12,744		(313,788	)		(301,064	)
Interest expense		-		-		67,792			67,792
Depreciation		-		-		75			75
Total assets		15,940		-		-			15,940

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Summary of Significant Accounting Principles (Policies)

9 Months Ended

Sep. 30, 2012

Summary Of Significant Accounting Principles [Abstract]

Basis of Presentation

Basis of Presentation

These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States. The consolidated financial statements include the financial statements of the Company and its’ wholly-owned subsidiary, Sea Lion Ocean Freight, LLC. All inter-company transactions and balances have been eliminated upon consolidation.

Interim Financial Statements

Interim Financial Statements

These interim unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future.

Use of Estimates

Use of Estimates

The preparation of these consolidated financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, valuation of convertible debt and derivative liabilities, and deferred tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 605, “Revenue Recognition”. Revenue consists of the sale of recycled metals and demolition services. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, delivery has occurred or the service has been performed, and collectability is reasonably assured.

Revenues from demolition contracts are recognized on the percentage of completion method. Under this method, revenue is measured by the percentage of costs incurred to date to estimated total costs for each contract. Management considers total cost to be the best available measure of progress on the contracts. Because of the inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change in the near term.

The Company has determined that the percentage of completion method is appropriate due to the following: 1) reasonably dependable estimates have been made, 2) the contract clearly specifies the enforceable rights of both the Company and the client, the consideration to be exchanged, and the manner and terms of settlement, 3) the client can be expected to satisfy its obligations under the contract, and 4) the Company can be expected to perform its contractual obligations.

Contract costs include all direct material, labor, equipment rental and subcontractor costs and certain indirect costs related to contract performance such as supplies, tools, repairs and similar costs. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Operating expenses are charged to expense as incurred. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and revenues in the near term. These changes are recognized in the period in which the revisions are determined.

Foreign Currency Translation

Foreign Currency Translation

The Company’s functional currency and its reporting currency is the United States Dollar. Monetary balance sheet items expressed in foreign currencies are translated into US dollars at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Earnings Per Share

Earnings Per Share

The Company computes net income per share in accordance with ASC 260, "Earnings The Company computes net income per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS includes the effects of dilutive convertible debt shares. On January 31, 2013, the Company implemented a 1 for 100 shares reverse split of its issued and outstanding common stock. All share and per share amounts have been retroactively adjusted to reflect the reverse stock split.  Basic and diluted earnings per share have been computed as follows:

	For the nine		For the nine
	months ended		months ended
	September 30, 2012		September 30, 2011
Numerator for earnings per share - net income (loss)	$	616,493	$	(295,663	)
Denominator:
Denominator for basic earnings per share – weighted
average shares		786,328		757,832
Effect of dilutive securities:
Convertible debt shares		5,856,347		4,851,201
Denominator for diluted earnings per share		6,642,675		5,609,033
Earnings (loss) per share - basic	$	.784	$	(.390	)
Earnings (loss) per share - diluted	$	.093	$	(.053	)

	For the three		For the three
	months ended		months ended
	September 30, 2012		September 30, 2011
Numerator for earnings per share - net income (loss)	$	81,496	$	(553,718	)
Denominator:
Denominator for basic earnings per share - weighted
average shares		786,328		773,240
Effect of dilutive securities:
Convertible debt shares		5,856,347		4,851,201
Denominator for diluted earnings per share		6,642,675		5,624,441
Earnings (loss) per share - basic	$	.104	$	(.716	)
Earnings (loss) per share - diluted	$	.012	$	(.098	)

Comprehensive Income

Comprehensive Income

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2012 and 2011, the Company had no items representing comprehensive income.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Financial Instruments and Fair Value Measures

Financial Instruments and Fair Value Measures

ASC 820, “Fair Value Measurements and Disclosures” and ASC 825, “Financial Instruments” require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of accounts payable, accrued liabilities, accrued interest payable, loans payable, and convertible debt. Pursuant to ASC 820, the fair value of of derivative liabilities is determined based on “Level 2” inputs, which consists of inputs (volatility, risk free rate, conversion price, quoted market price) that are observable or can be derived principally from, or corroborated by, observable market data which are used in the Black-Scholes calculation. The recorded values of accounts payable and accrued liabilities approximate their current fair values because of their nature and respective maturity dates or durations. The carrying amounts of the convertible note payable and lines of credit approximate fair value because they are priced at interest rates consistent with the Company’s current borrowing rates on similar debt based on the security underlying the debt or the conversion features associated with the debt.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2011, the FASB issued new guidance on the presentation of comprehensive income. Specifically, the new guidance requires an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.

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Summary of Significant Accounting Principles (Tables)

9 Months Ended

Sep. 30, 2012

Summary Of Significant Accounting Principles [Abstract]

Computation of Basic and Diluted earnings per share

	For the nine		For the nine
	months ended		months ended
	September 30, 2012		September 30, 2011
Numerator for earnings per share - net income (loss)	$	616,493	$	(295,663	)
Denominator:
Denominator for basic earnings per share – weighted
average shares		786,328		757,832
Effect of dilutive securities:
Convertible debt shares		5,856,347		4,851,201
Denominator for diluted earnings per share		6,642,675		5,609,033
Earnings (loss) per share - basic	$	.784	$	(.390	)
Earnings (loss) per share - diluted	$	.093	$	(.053	)

	For the three		For the three
	months ended		months ended
	September 30, 2012		September 30, 2011
Numerator for earnings per share - net income (loss)	$	81,496	$	(553,718	)
Denominator:
Denominator for basic earnings per share - weighted
average shares		786,328		773,240
Effect of dilutive securities:
Convertible debt shares		5,856,347		4,851,201
Denominator for diluted earnings per share		6,642,675		5,624,441
Earnings (loss) per share - basic	$	.104	$	(.716	)
Earnings (loss) per share - diluted	$	.012	$	(.098	)

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Nature of Operations and Continuance of Business (Details) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Nature of operations and continuance of business (Textual)
Working capital deficit	$ 2,135,324
Accumulated deficit	$ (2,188,703)	$ (2,805,196)

XML

Convertible Debt (Details) (USD $)	3 Months Ended		9 Months Ended			1 Months Ended		1 Months Ended	9 Months Ended			1 Months Ended		1 Months Ended		9 Months Ended		1 Months Ended	9 Months Ended		1 Months Ended	9 Months Ended		1 Months Ended	9 Months Ended		1 Months Ended	9 Months Ended		1 Months Ended	9 Months Ended		1 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012 Convertible Debt Issuance Condition 1 [Member]	Feb. 28, 2010 Convertible Debt Issuance Condition 1 [Member] Promissory note [Member]	Feb. 22, 2010 Convertible Debt Issuance Condition 1 [Member] Promissory note [Member]	Feb. 28, 2010 Convertible Debt Issuance Condition 1 [Member] Promissory note [Member] Former President [Member]	Sep. 30, 2012 Convertible Debt Issuance Condition 2 [Member]	Oct. 14, 2010 Convertible Debt Issuance Condition 2 [Member] Promissory note [Member]	Apr. 13, 2010 Convertible Debt Issuance Condition 2 [Member] Promissory note [Member]	Apr. 30, 2010 Convertible Debt Issuance Condition 2 [Member] Promissory note [Member] Non - Related Party [Member]	Jan. 31, 2005 Convertible Debt Issuance Condition 2 [Member] Promissory note [Member] Former President [Member]	Aug. 31, 2011 Convertible Debt Issuance Condition 3 [Member]	Oct. 31, 2010 Convertible Debt Issuance Condition 3 [Member]	Sep. 30, 2012 Convertible Debt Issuance Condition 3 [Member]	Dec. 31, 2011 Convertible Debt Issuance Condition 3 [Member]	Oct. 31, 2010 Convertible Debt Issuance Condition 4 [Member]	Sep. 30, 2012 Convertible Debt Issuance Condition 4 [Member]	Mar. 18, 2010 Convertible Debt Issuance Condition 4 [Member] Promissory note [Member] Former President [Member]	Jan. 31, 2011 Convertible Debt Issuance Condition 5 [Member]	Sep. 30, 2012 Convertible Debt Issuance Condition 5 [Member]	Jan. 20, 2011 Convertible Debt Issuance Condition 5 [Member]	Feb. 28, 2011 Convertible Debt Issuance Condition 6 [Member]	Sep. 30, 2012 Convertible Debt Issuance Condition 6 [Member]	Feb. 23, 2011 Convertible Debt Issuance Condition 6 [Member]	Mar. 31, 2011 Convertible Debt Issuance Condition 7 [Member]	Sep. 30, 2012 Convertible Debt Issuance Condition 7 [Member]	Mar. 24, 2011 Convertible Debt Issuance Condition 7 [Member]	May 31, 2011 Convertible Debt Issuance Condition 8 [Member]	Sep. 30, 2012 Convertible Debt Issuance Condition 8 [Member]	May 25, 2011 Convertible Debt Issuance Condition 8 [Member]	Aug. 31, 2012 Convertible Debt Issuance Condition 9 [Member]
Convertible Debt (Textual)
Proceed from issuance of promissory note								$ 250,000				$ 250,000
Proceeds from convertible debt				125,000														150,000			32,500			37,500			27,500			27,500			20,000
Debt bearing interest rate at period end							10.00%				8.00%									8.00%
Debt stated interest rate																							8.00%			8.00%			8.00%			8.00%	6.00%
Line of credit facility, description						Equal to 75% of the average of the closing market price of the Company's common stock during the five trading days immediately preceding the conversion date.						Equal to 75% of the average of the closing market price of the Company's common stock during the thirty trading days immediately preceding the conversion date.			Equal to 75% of the average of the closing market price of the Company's common stock during the five trading days immediately preceding the conversion date.			Equal to 75% of the average of the closing market price of the Company's common stock during the five trading days immediately preceding the conversion date.			Equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date.			Equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date.			Equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date.			Equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date.			Equal to the market price of the stock as determined by taking the average trading price of the stock over the previous 30 days.
Maturity date						Dec. 31, 2011						Apr. 13, 2011			Dec. 31, 2011						Oct. 24, 2011			Nov. 28, 2011			Dec. 28, 2011			Feb. 27, 2012			Aug. 30, 2013
Debt instrument increase conversion price										$ 0.45
Credit facility amount outstanding																788,469	788,469		50,300
Estimated fair value of the conversion feature					175,081				147,140							592,991			11,523						37,500			27,500			27,500
Carrying value of convertible debt					250,000				250,000							788,469									37,500			27,500			27,500
Gain (loss) due to change in fair value of conversion option					150,981											402,315			27,752						47,489			34,605			34,151
Fair value of the conversion option derivative liability
Debt conversion, common stock issued																						3,632,792
Accretion of discounts on convertible debt		223,505	3,208	597,864																											3,208
Maximum borrowing capacity under line of credit facility													$ 800,000							$ 150,000
Description of default of line of credit payment														UTP Holdings LLC was obligated to make the monthly bank payments on behalf of the company.

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Consolidated Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Operating Activities
Net income (loss) for the period	$ 616,493	$ (295,663)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Accretion of discounts on convertible debt	3,208	597,864
Depreciation		75
Professional fees paid through issuance of convertible debt	16,000
Fixed assets exchanged for settlement of legal expenses		1,233
Gain on change in fair value of derivative liabilities	(697,293)	(641,325)
Gain on forgiveness of debt		(29,732)
Changes in operating assets and liabilities:
Prepaid expenses		2,000
Accounts payable		19,858
Accrued liabilities		10,500
Accrued interest payable	42,345	43,794
Due to related parties	19,247	137,470
Net Cash Used In Operating Activities		(153,926)
Investing Activities
Proceeds from note receivable		3,361
Net Cash Provided By Investing Activities		3,361
Financing Activities
Repayments of loans payable		(183,232)
Proceeds from loans payable		45,964
Proceeds from convertible debt		125,000
Repayment of convertible debt		(4,515)
Net Cash Used in Financing Activities		(16,783)
Change in Cash		(167,348)
Cash, Beginning of Period		167,728
Cash, End of Period		380
Non-cash Financing Activities
Professional fees and receivable established through issuance of convertible debt	20,000
Interest paid		25,298
Income taxes paid
Inventory acquired through loan payable		20,268
Inventory transferred to an outside party for full satisfaction of loan payable		$ (20,268)

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Convertible Debt

9 Months Ended

Sep. 30, 2012

Loans Payable and Convertible Debt [Abstract]

Convertible Debt

5. Convertible Debt

(a) On February 22, 2010, the Company issued a $250,000 promissory note to the former President of the Company. The note bears interest at 10% per annum, is unsecured, and was due on December 31, 2011. The holder may convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the five trading days immediately preceding the conversion date.

The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversions feature of $175,081 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011. The carrying value of the convertible debt as of September 30, 2012 is $250,000. During the nine months ended September 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $150,981 and as of September 30, 2012, the fair value of the conversion option derivative liability was $nil.

(b) On April 13, 2010, the Company entered into a $250,000 draw down promissory note agreement with a non-related party. Amounts drawn on this credit facility bear interest at 8% per annum, are unsecured, and were due on April 13, 2011. The holder may convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the thirty trading days immediately preceding the conversion date. On October 14, 2010, the conversion price was changed to be fixed at $0.45 per share.

As of September 30, 2012, the outstanding balance is $250,000. The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $147,140 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011.  The carrying value of the convertible debt as of September 30, 2012 is $250,000. As of September 30, 2012, the fair value of the conversion option derivative liability was $nil.

(c) Effective January 31, 2005, the former President of the Company entered into a line of credit agreement with a financial institution allowing for borrowings of up to $800,000 with annual interest at prime to be used to fund the operations of the Company. The line of credit is secured by the principal residence of the former President of the Company. Monthly interest-only payments are required. On October 21, 2010, the Company agreed to add a conversion option to the entire balance of principal and interest outstanding at any time on the line of credit. The former President of the Company may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the five trading days immediately preceding the conversion date. The maturity date was December 31, 2011.

As of September 30, 2012, the outstanding balance is $788,469 (December 31, 2011 - $788,469). The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $592,991 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011.  The carrying value of the convertible debt as of September 30, 2012 is $788,469. During the nine months ended September 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $402,315 and as of September 30, 2012, the fair value of the conversion option derivative liability was $nil.

On August 18, 2011 the company defaulted on the payments owed to the financial institution. As a result, UTP Holdings LLC was obligated to make the monthly bank payments on behalf of the company. UTP Holdings LLC notified the company of the default and the payments. The company is recording the additional amounts due to UTP holdings as a current liability.

(d) Effective March 18, 2010, the Company entered into a line of credit agreement with a company owned by the former President of the Company allowing for borrowings of up to $150,000 bearing interest at 8% per annum. The line of credit is unsecured and all borrowings plus interest are due on demand. On October 21, 2010, the Company agreed to add a conversion option to the entire balance of principal outstanding at any time on the line of credit. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the five trading days immediately preceding the conversion date.

The balance on the line of credit as of September 30, 2012 is $50,300. The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $11,523 with an equivalent discount on the convertible debt. During the nine months ended September 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $27,752 and as of September 30, 2012 the fair value of the conversion option derivative liability was $nil.

(e) On January 20, 2011, the Company issued an 8% convertible note for proceeds of $32,500 which matured on October 24, 2011. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date. On July 28, August 2, and August 8, 2011 the holder of this note opted to convert the outstanding amount, including interest, to 3,632,792 shares common stock.

(f) On February 23, 2011, the Company issued an 8% convertible note for proceeds of $37,500 which matured on November 28, 2011. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date.

The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $37,500 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011. The carrying value of the convertible debt as of September 30, 2012 is $37,500. During the nine months ended September 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $47,489 and as of September 30, 2012, the fair value of the conversion option derivative liability was $nil.

(g) On March 24, 2011, the Company issued an 8% convertible note for proceeds of $27,500 which matured on December 28, 2011. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date.

The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $27,500 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011. The carrying value of the convertible debt as of September 30, 2012 is $27,500. During the nine months ended September 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $34,605 and as of September 30, 2012, the fair value of the conversion option derivative liability was $nil.

(h) On May 25, 2011 the Company issued an 8% convertible note for proceeds of $27,500 which matured on February 27, 2012. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date.

The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $27,500 with an equivalent discount on the convertible debt. During the nine months ended September 30, 2012, $3,208 has been accreted increasing the carrying value of the convertible debt to $27,500. During the nine months ended September 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $34,151 and as of September 30, 2012, the fair value of the conversion option derivative liability was $nil.

(i) On August 31, 2012 the Company issued a 6% convertible note for proceeds of $20,000 which matures on August 30, 2013. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to the market price of the stock as determined by taking the average trading price of the stock over the previous 30 days.

If all of the convertible debt were converted into shares at September 30, 2012, the number of shares would exceed the authorized amount at September 30, 2012.

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Loans Payable (Details) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Loans Payable (Textual)
No-interest bearing, loan payable to non-related party	$ 30,555	$ 30,555